TERMS OF SERVICE

Introduction

Thank you for choosing SPACCURATE for your business needs. You agree to the terms outlined in this Agreement by accessing or using our products and services.

SPACCURATE provides tailored online business administration software services for the Massage industry, referred to as the “Software Service.” These services are accessible through our client login page on our website and our applications (“Apps”).

This Agreement, also known as the “Terms of Service,” governs your use of and access to the Services by you and any of your Affiliates. By accessing or using the Services (or enabling an Affiliate to do so), you acknowledge that you have read, understood, and agree to be bound by these terms. If you disagree with any part of the terms, you are not authorized to use the Services.

The Agreement takes effect on the earlier of (a) the date you click an “I Agree” button or otherwise demonstrate your acceptance of these terms, including through an Order Form, or (b) the date you or an Affiliate first accesses or uses the Services.

This Agreement is presented in English, which will be considered the controlling language in case of discrepancies between different versions.

Section 1: General Terms

1.1 Contract Terms. This document is a legally binding agreement between you and the designated SPACCURATE entity as outlined in Section 14.4 (“SPACCURATE”, “we”, “us”, or “our”). Suppose you act on behalf of a corporation or another legal entity. In that case, you confirm and guarantee that you have the authority to bind said entity and its Affiliates to this Contract, with all references to “you” and “your” in this Contract referring to that entity. In this Contract, you and SPACCURATE may also be individually referred to as a “Party” and together as the “Parties.”

Our Privacy Policy describes how we collect and use information provided in connection with the Services. Your use of the Services constitutes your acceptance of the Privacy Policy and its terms.

This Contract applies to any use of the Services, except for the SPACCURATE App, which is governed by its separate agreement accessible through the App itself.

In cases where SPACCURATE processes Your Data originating from the European Economic Area or the United Kingdom or personal information processed on your behalf concerning California residents, the provisions of the Privacy Annex apply between the Parties.

1.2 Modifications to the Contract. We may modify this Contract at our discretion. Any changes will take effect immediately upon posting the updated Contract at our designated URL, and we will provide notice of these changes through the Software Service or by email. These modifications will not be retroactive. We recommend that you review the most current version of the Contract regularly. If you disagree with the modified terms, you should discontinue using the Services immediately. Your continued use of the Services after any modification confirms your acceptance of the new terms.

1.3 Additional Terms. Certain Services may be subject to additional terms (“Supplemental Terms”), which will be presented to you for acceptance when you sign up to use those Services. If there is a conflict between this Contract and the Supplemental Terms, the Supplemental Terms will prevail concerning those Services.

Section 2: Services

2.1 Software Services

2.1.1 Access and Service Quality. SPACCURATE commits to providing the Software Services as you subscribe to, following the terms and conditions outlined in this Contract. During the Usage-Based Pricing Term, the Software Services will conform to the service levels described in the Service Level Agreement (“SLA”).

2.1.2 Modifications to Services. Despite the commitments in Section 2.1.1, and following our rights detailed in Section 8.4, we reserve the right to temporarily suspend any Services in the event of a Force Majeure (as defined in Section 14.9) if we detect harmful software associated with your account, or during scheduled maintenance as outlined in the SLA. Additionally, we may modify, suspend, or discontinue any aspects, components, or functionalities of the Services at any time. Significant changes to the Software Service will be communicated to you either within the Software Service itself or via email. We are not required to update, enhance, or release new versions of any Services, but we will endeavor to ensure that any necessary updates are communicated promptly.

2.2 External Services. While the Services may provide access to third-party services (“External Services”), these are not considered part of the “Services” under this Agreement and are therefore not covered by the warranties and service commitments associated with the Services. SPACCURATE does not endorse, nor is it responsible for the accuracy or reliability of any External Services. By using any External Service, you allow SPACCURATE to share Your Data as necessary to facilitate the use of the External Service. Engaging with External Services is at your own risk and is governed by the terms and policies of those services, including their terms of service and privacy policies.

2.3 Support Services. As part of the Services, you will have access to SPACCURATE’s standard support services as detailed at a specified URL, which SPACCURATE may update occasionally. Additional Professional Services are available for a fee, as described on the SPACCURATE professional services page, which may also be updated periodically.

2.4 Recently Acquired Offerings. Occasionally, we may offer Recently Acquired Offerings that have not been fully integrated, tested, and enhanced to meet our standards. This integration process may take up to 12 months. It is important to note that any warranties in this Contract do not extend to these Recently Acquired Offerings.

2.5 Marketing Services. Your business will be featured on the SPACCURATE App and across our Marketplace, which includes partner websites and mobile applications. SPACCURATE may offer you opportunities to participate in promotional programs (“SPACCURATE Promote”) to enhance your business visibility and customer engagement. Terms applicable to these Marketing Services are incorporated by reference into this Contract as if fully set forth herein. SPACCURATE reserves the right to charge fees for these Marketing Services, and you agree to pay all associated costs following Section 4.2.

2.6 Free, Trial, and Beta Services. Occasionally, SPACCURATE may offer Services on a free, trial, or beta basis. These are provided “AS IS” without warranties and may be discontinued at any time at SPACCURATE’s discretion. You acknowledge that any discontinuation of these services will not entitle you to any compensation and that any data used or stored during these services may not be retrievable following their discontinuation.

2.7 Professional Services Terms. The acquisition of Professional Services is governed by additional terms, which are incorporated into this Agreement by reference as if fully detailed herein.

2.8 Hardware Terms. Additional terms related to the acquisition and use of hardware such as heart rate monitors, receivers, and payment-enabling devices are incorporated into this Agreement by reference as if fully detailed herein.

2.9 Smart Payment Terminal Terms. Specific terms related to using Smart Payment Terminals are incorporated into this Agreement by reference as if fully detailed herein.

2.10 Payment Processing. SPACCURATE offers Payment Processing Services through third-party providers. These services are subject to separate merchant agreements with the third-party processors, and you and your Affiliates must comply with the terms of those agreements and all relevant regulations and card network rules. SPACCURATE Payments, provided by Stripe under the Stripe Services Agreement, are subject to specific fees and conditions, which will be disclosed to you during enrollment and may be updated periodically. By using SPACCURATE Payments, you agree to provide accurate business and transaction information and authorize SPACCURATE to share this information with Stripe as necessary for the provision of Payment Processing Services.

Section 3: Your Responsibilities

3.1 Responsibility for Affiliates and End Users. You are responsible for all activities under your account, including those conducted by your employees, consultants, contractors, and end users. You must ensure that your Affiliates and End Users comply with all provisions of this Agreement, any applicable Supplemental Terms, and all applicable laws and regulations. This includes ensuring adherence to data privacy laws and the lawful transmission of personal data. Any action by an Affiliate or End User that violates this Agreement will be deemed a breach by you.

3.2 Data; Unauthorized Access; Network Maintenance. You must:

  • Maintain the accuracy and quality of Your Data.
  • Ensure compliance with applicable laws regarding the collection and use of Your Data.
  • Prevent unauthorized access to or use of the Services and notify SPACCURATE immediately of such unauthorized access or use.
  • Maintain and finance the hardware, telecommunications, and other services required to use the Services.

3.3 Usage Restrictions. You, your Affiliates, and End Users are prohibited from:

  • Submitting infringing, obscene, defamatory, threatening, or otherwise unlawful or tortious material or material that violates privacy rights.
  • Interfering with or disrupting the integrity or performance of the Services or the data contained therein.
  • Attempting to gain unauthorized access to the Services or their related systems or networks.
  • Introducing harmful or deleterious programs such as viruses, worms, Trojan horses, spyware, or other malicious code.
  • Restricting or inhibiting any other user from using the Services.
  • Removing any proprietary rights notices on the Services.
  • Framing or mirroring any part of the Services.
  • Systematically downloading or storing Service content.
  • Sending unsolicited messages or communications, commonly known as spam.
  • Using any robot, spider, or other automatic devices to monitor or copy the Services’ web pages or content without prior written permission from SPACCURATE.

3.4 Handling of Cardholder Data. You are solely responsible for the security of cardholder data entered into the Services by you or through your account. You agree to comply with all applicable Payment Card Industry Data Security Standard (PCI DSS) requirements.

3.5 Usernames and Passwords. SPACCURATE reserves the right to deny, revoke, or require the change of any username or password associated with your account. Usernames and passwords are for internal business use only and must not be shared with third parties, including competitors. You are responsible for all activities that occur under your account credentials.

3.6 Obtaining Consent. You must obtain all necessary consents from End Users before collecting, using, or sharing their data in connection with the Services. This includes securing consent for automated marketing and data collection methods as applicable laws require.

Section 4: Fees and Payment

4.1 Software Services Fees. Unless otherwise stated in an Order Form, the fees for the Software Services (“Usage-Based Service Fees”) are detailed on the applicable Website(s).

4.2 Changes in Usage-Based Service Fees. Unless expressly provided in an Order Form, Usage-Based Service Fees may be adjusted according to the current pricing listed on the applicable Website at the beginning of each month. Should you have an Order Form, SPACCURATE may increase the fees specified therein, but such increases will only take effect at the start of the subsequent month. Prices are subject to change for services not purchased or not described in an Order Form. SPACCURATE may also convert free, trial, or beta services to services subject to a Usage-Based Fee upon notification, and your access to such services may be suspended if you do not agree to pay the new fee.

4.3 Payment Terms. You agree to pay all applicable fees described in this Agreement and any associated Order Form. YOU ARE RESPONSIBLE FOR THE FULL PAYMENT OF FEES FOR THE DURATION OF THE SERVICE TERM, REGARDLESS OF YOUR LEVEL OF USAGE. All payment obligations under this Agreement are non-cancelable, and all amounts paid are non-refundable. Fees are due as specified in the Order Form or, in the absence of such specifications, at the time of service delivery or according to the billing terms established by SPACCURATE.

4.4 Overdue Charges. If SPACCURATE does not receive any invoiced amount by the due date, then without limiting SPACCURATE’s rights or remedies, those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid. If any charge you owe remains overdue after 30 days, SPACCURATE may suspend services until such amounts are paid in full without limiting its other rights and remedies.

4.5 Payment Errors. If you believe a payment has been processed incorrectly, you must notify SPACCURATE in writing within 30 days after the billing date, providing detailed information about the transaction and the nature of the error. The payment will be deemed valid if notice is not received within these 30 days.

4.6 Taxes. All fees exclude taxes, levies, duties, or similar governmental assessments, such as VAT, sales, use, or withholding taxes, assessable by any local, state, national, or foreign jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with your purchases hereunder. Suppose SPACCURATE has the legal obligation to pay or collect Taxes for which you are responsible. In that case, the appropriate amount shall be invoiced to and paid by you unless you provide SPACCURATE with a valid tax exemption certificate authorized by the applicable taxing authority.

Section 5: Intellectual Property Rights

5.1 SPACCURATE Intellectual Property. All rights, title, and interest in the Services, including SPACCURATE Data and Aggregated Data, along with any intellectual property rights associated with them, are owned by SPACCURATE or its affiliates. Except for the limited rights explicitly granted to you herein, all such rights are reserved by SPACCURATE and its affiliates. The trademarks, service marks, and logos used and displayed in connection with the Services are registered and unregistered trademarks of SPACCURATE or its affiliates. You are granted no right or license concerning any of the abovementioned trademarks.

5.2 License Granted to You. Subject to the terms of this Agreement, SPACCURATE grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for your internal business purposes only. You shall not:

  • Modify, copy, or create derivative works based on the Services;
  • License, sublicense, sell, resell, rent, lease, transfer, assign, distribute, timeshare, or otherwise make the Services available to any third party;
  • Reverse engineer or decompile any part of the Services, except as permitted by law;
  • Use the Services to develop a competing product or service; or
  • Remove any proprietary notices or labels on the Services.

5.3 License Granted to SPACCURATE. You grant SPACCURATE and its affiliates a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, modify, distribute, display, and perform the feedback, suggestions, and related information you provide regarding the Services. Additionally, you grant SPACCURATE a license to use your trademarks, service marks, and logos to operate and promote the Services.

Section 6: Data Ownership and Use

6.1 Your Data. You retain all rights, title, and interest in and to the data you input into the Services (“Your Data”). You grant SPACCURATE a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to use, copy, store, transmit, and display Your Data to the extent necessary to provide and enhance the Services. You warrant that you have all the rights required to grant these licenses and that the use of Your Data by SPACCURATE will not violate any law or infringe any rights of a third party.

6.2 SPACCURATE Data. SPACCURATE retains all rights, title, and interest in the data collected by SPACCURATE that you do not directly input into the Services, including but not limited to usage data and performance metrics (“SPACCURATE Data”). SPACCURATE may use this data for any business purpose provided that it is in a form that does not identify you or any individual user.

6.3 Aggregated Data. SPACCURATE may collect, analyze, and use data derived from Your Data and other users’ data in aggregated or de-identified form to improve and enhance the functionality of the Services, conduct academic or market research, and for other similar purposes. You acknowledge that SPACCURATE owns all aggregated and de-identified data (“Aggregated Data”) and may use it for any lawful business purpose without a duty of accounting.

6.4 Personal Information. The collection, use, and disclosure of personal information shall follow SPACCURATE’s Privacy Policy, which provides detailed information about SPACCURATE’s data practices and your rights and obligations regarding personal information. You agree to comply with all applicable data protection laws regarding collecting and using personal information through the Services.

6.5 HIPAA. If you are a covered entity or business associate as defined in the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), and you use the Services to process protected health information, you must comply with all applicable requirements of HIPAA. Before using the Services in any manner involving protected health information, you agree to notify SPACCURATE and to enter into a Business Associate Agreement in a form provided by SPACCURATE that complies with the requirements of HIPAA.

6.6 Protection and Security. SPACCURATE will implement reasonable and appropriate security measures to protect Your Data from unauthorized access, use, alteration, or disclosure. However, you acknowledge that no internet or email transmission is ever fully secure or error-free. You should take special care in deciding what information you send to us via the Services.

6.7 Unauthorized Disclosure. If unauthorized disclosure of Your Data occurs due to actions or omissions by SPACCURATE, SPACCURATE will promptly notify you and cooperate with you to remediate the issue. SPACCURATE will assist in notifying affected individuals if legally required.

6.8 Data-Related Disputes. You are solely responsible for resolving disputes regarding ownership and access to Your Data, including disputes with third parties. SPACCURATE is not responsible for mediating or resolving such disputes.

Section 7: Confidential Information

7.1 Confidentiality Obligations. Each Party agrees to retain in confidence all information disclosed by the other Party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (“Confidential Information”). The receiving Party shall use the same degree of care it uses to protect its confidential information of a similar nature, but in no event less than reasonable care, to:

  • Not use any Confidential Information of the disclosing Party for any purpose outside the scope of this Agreement;
  • Not disclose Confidential Information of the disclosing Party to any third party (except as required by law or to that Party’s attorneys, accountants, and other advisors as reasonably necessary); and
  • Limit access to Confidential Information of the disclosing Party to employees, contractors, and third parties as necessary to comply with its obligations under this Agreement, ensuring similar confidentiality agreements bind them.

Confidential Information Exclusions. Confidential Information does not include information that:

  • Is or becomes generally known to the public without breach of any obligation owed to the disclosing Party;
  • Was known to the receiving Party before its disclosure by the disclosing Party without breach of any obligation owed to the disclosing Party;
  • Is received from a third party without breach of any obligation owed to the disclosing Party;
  • Is independently developed by the receiving Party without the use of or reference to the disclosing Party’s Confidential Information.

Compelled Disclosure. If the receiving Party is compelled by law to disclose Confidential Information of the disclosing Party, it shall provide the disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the disclosing Party’s cost, if the disclosing Party wishes to contest the disclosure.

Section 8: Term, Termination and Suspension

8.1 Term. The initial term of this Agreement begins on the Effective Date and, unless otherwise specified in an Order Form, continues for 90 days (“Initial Term”). Following the Initial Term, unless otherwise specified in an Order Form, this Agreement automatically renews for successive 30-day periods (each a “Renewal Term”) until either Party terminates the Agreement following these terms. Either Party may terminate this Agreement for any reason by providing at least 30 days’ notice before the end of the relevant Subscription Term.

8.2 Termination for Cause. SPACCURATE may terminate this Agreement immediately upon notice to you if you or an Affiliate:

  • Are in material breach of this Agreement and fail to cure such breach within 30 days of notice;
  • Become insolvent, make a general assignment for the benefit of creditors, suffer or permit the appointment of a receiver for its business or assets, or avail itself or become subject to any proceeding under any bankruptcy or insolvency law.

8.3 Rights on Termination or Expiration. Upon termination or expiration of this Agreement:

  • All rights and access granted to you under this Agreement will cease immediately;
  • You must cease all use of the Services and delete all copies of any software or documentation provided under this Agreement;
  • SPACCURATE is not obligated to maintain or provide you with access to Your Data and may, unless legally prohibited, delete all Your Data in its systems or otherwise in its possession or under its control.

8.4 Right to Terminate or Suspend Services. SPACCURATE reserves the right to suspend or terminate your access to the Services without notice if:

  • You breach any provisions of this Agreement;
  • There is suspicion or confirmation of unauthorized or illegal activity or
  • As required by law or at the direction of law enforcement or other government agencies.

In the event of a suspension, SPACCURATE will provide you notice and an opportunity to remedy the situation, where feasible, before terminating the Services.

Section 9: Warranties and Disclaimer

9.1 Accuracy of Your Account Information. You agree to provide accurate and complete information about your legal company name, street address, e-mail address, and other required account information. You are responsible for promptly updating your account information should any changes occur. SPACCURATE is not responsible for any loss or damages arising from inaccurate account information you provided.

9.2 Warranty of Functionality. SPACCURATE warrants that the subscribed Software Services will perform in substantial accordance with the functionalities specified in the official documentation during each Monthly Term. Should the Software Services fail to conform to this warranty, SPACCURATE will, at its own expense and as your sole remedy, make reasonable efforts to correct any such non-conformance promptly or provide you with an alternative means of accomplishing the desired performance. Suppose SPACCURATE cannot fix or bypass the non-conformance within a reasonable time. In that case, you are entitled to terminate the affected Services and receive a pro-rata refund of any prepaid fees for the terminated Services.

9.3 DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 9.2 AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS.” SPACCURATE MAKES NO (AND HEREBY DISCLAIMS ALL) OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE CONCERNING THE USE, MISUSE, OR INABILITY TO USE THE SERVICES (IN WHOLE OR IN PART) OR ANY OTHER PRODUCTS OR SERVICES PROVIDED TO YOU BY SPACCURATE. SPACCURATE DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED OR THE SERVICES’ OPERATION SHALL BE UNINTERRUPTED OR ERROR-FREE.

Section 10: Indemnification

10.1 Indemnification by You. You agree to indemnify, defend, and hold harmless SPACCURATE and its affiliates, officers, agents, employees, and licensors from any claims, damages, liabilities, costs, and fees (including reasonable attorneys’ fees) arising from or related to:

  • Any breach of this Agreement by you, an Affiliate, or End User;
  • The access to or use of the Services by you, an Affiliate, or an End User;
  • Any infringement by you, an Affiliate, or an End User of any intellectual property or other rights of any person or entity; or
  • Any dispute or litigation caused by your actions or omissions.

10.2 Procedure. If any third party makes a claim against SPACCURATE that is subject to indemnification under this Agreement, SPACCURATE will notify you in writing of the claim, cooperate with you in defending the claim (at your expense), and allow you to control the defense and settlement of the claim, provided that you may not settle any claim without SPACCURATE’s prior written consent, which shall not be unreasonably withheld. SPACCURATE reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, but doing so will not excuse your indemnity obligations.

Section 11: Limitations and Exclusions of Liability

11.1 Limitation of Liability. To the fullest extent permitted by law, in no event will SPACCURATE, its affiliates, officers, employees, agents, suppliers, or licensors be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation, damages for loss of profits, revenue, goodwill, use, data, or other intangible losses, resulting from:

  • Your access to or use of or inability to access or use the Services;
  • Any conduct or content of any third party on the Services;
  • Unauthorized access, use, or alteration of your transmissions or content; and
  • Any content obtained from the Services.

Regardless of the theory of liability (including breach of contract, tort, negligence, and strict liability), SPACCURATE and its affiliates, officers, employees, agents, suppliers, and licensors’ total liability shall not exceed the amounts paid by you to SPACCURATE under this Agreement during the twelve (12) months immediately preceding the date the claim arose.

11.2 Exclusions. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages. Therefore, the limitations above may not apply to you. Each provision that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is intended to and does allocate the risks between the parties under this Agreement. This allocation is an essential element of the basis of the bargain between the parties.

Section 12: Export Controls

12.1 Compliance with Export Laws. You agree to comply with all applicable local, national, and international laws and regulations governing the export, re-export, and import of any software or data associated with the Services, including all United States export control laws and regulations administered by the Department of Commerce, the Department of Treasury Office of Foreign Assets Control, and any other authority. You warrant that you are not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services.

12.2 Restrictions. You may not use, export, re-export, import, sell, or transfer the software except as authorized by United States law, the laws of the jurisdiction in which you obtained the software, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported:

  • Into any United States embargoed countries, or to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Persons List or Entity List.
  • To any country, entity, or person for which an export license or other governmental approval is required without obtaining all necessary licenses or approvals.

12.3 Responsibility. You are solely responsible for complying with all trade regulations and laws, both foreign and domestic. You acknowledge that SPACCURATE is not responsible for your failure to comply with such laws and that your failure to comply may result in civil or criminal penalties.

Section 13: Intellectual Property Policy

13.1 Respect for Intellectual Property Rights. SPACCURATE respects the intellectual property rights of others and commits to investigating and addressing claims of alleged infringement that are appropriately filed with us. If you believe that any content on the Services has infringed your intellectual property rights, please provide us with a detailed notification of the alleged infringement.

13.2 Notification Process. To file a notice of infringement with us, you must provide a written communication that includes the following:

  • A description of the copyrighted work or other intellectual property that you claim has been infringed;
  • A description of where the material that you claim is infringing is located on the Services;
  • Your address, telephone number, and email address;
  • A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
  • A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

13.3 Enforcement Actions. Upon receiving a proper notification of alleged infringement, SPACCURATE will follow the appropriate legal processes to address the claim, including removing or disabling access to the allegedly infringing material. We may also notify the user who posted the content of the infringement claim and provide them an opportunity to respond.

13.4 Counter-Notification. If the user believes that the content that was removed or to which access was disabled is not infringing, or the user acknowledges that they have the right to post and use such content, the user may send us a counter-notification that includes the following:

  • The user’s name, address, phone number, and physical or electronic signature;
  • Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or access to it was disabled;
  • A statement under penalty of perjury that the user has a good faith belief that the content was removed or disabled as a result of a mistake or misidentification of the content; and
  • A statement that the user consents to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if the user’s address is outside of the United States, for any judicial district in which SPACCURATE may be found, and that the user will accept service of process from the person who provided notification of the alleged infringement.

13.5 Repeat Infringer Policy. Following applicable law, SPACCURATE has adopted a policy of terminating users who are deemed to be repeat infringers in appropriate circumstances and at SPACCURATE’s sole discretion. SPACCURATE may also, at its sole discretion, limit access to the Services and/or terminate the memberships of any users who infringe the intellectual property rights of others, whether or not there is any repeat infringement.

Section 14: Miscellaneous

14.1 Governing Law. This Agreement shall be governed by and construed following the laws of the State of Georgia without giving effect to any principles of conflicts of law.

14.2 Mandatory Informal Dispute Resolution. Before initiating any formal legal proceedings, both parties agree to attempt to resolve any dispute arising out of or relating to this Agreement through informal negotiation within 30 days from the date of the dispute notification. If the dispute cannot be resolved by negotiation within 30 days, either party may proceed to formal proceedings.

14.3 Arbitration Agreement. Any disputes arising out of or related to this Agreement or the Services provided under this Agreement that cannot be resolved through informal negotiations will be submitted to binding arbitration. The arbitration will be conducted in the County of Fulton, Atlanta, Georgia unless you and SPACCURATE agree otherwise. A single arbitrator will be appointed by agreement of the parties or, failing such agreement within 14 days, appointed by the American Arbitration Association. The arbitration shall be conducted in English, and the arbitral decision may be enforced in any court. In any action or proceeding to enforce this Agreement, the prevailing party shall be entitled to costs and attorneys’ fees.

14.4 SPACCURATE Entity. Depending on your location, the SPACCURATE entity entering into this Agreement is as follows:

  • Australia or New Zealand: SPACCURATE Australia Pty Ltd.
  • United Kingdom or Isle of Man: SPACCURATE, Ltd.
  • United States, its territories, or elsewhere: SPACCURATE, Inc.

14.5 Entire Agreement. This Agreement, including any Order Forms and referenced policies, constitutes the entire agreement between you and SPACCURATE regarding your use of the Services and supersedes all prior agreements and understandings, whether written or oral, concerning the subject matter of this Agreement.

14.6 Waiver and Severability. SPACCURATE’s failure to enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision. Suppose any provision of this Agreement is held invalid, illegal, or unenforceable for any reason. In that case, such provision shall be modified to reflect the parties’ intention or eliminated to the minimum extent such that the remaining provisions of the Agreement will continue in full force and effect.

14.7 Notices. Any notices to SPACCURATE should be sent to our corporate address: SPACCURATE, Inc., 6045 Barfield Rd, Suite 150, Sandy Springs, GA 30328. Notices sent to you will be emailed to the address you provide to us or posted on our website. Notice is considered given upon the earlier of (1) actual receipt or (2) twenty-four hours after an email is sent unless the sending party is notified that the email address is invalid.

14.8 Force Majeure. Neither party shall be liable for any failure to perform its obligations where such failure results from any cause beyond reasonable control, including, but not limited to, mechanical, electronic, or communications failure or degradation.

14.9 Relationship of the Parties. Nothing in this Agreement shall be construed as creating a partnership, contract of employment, or agency relationship between you and SPACCURATE.

14.10 Electronic Communications and Signatures. You agree to the use of electronic communications about the Services, including the execution and delivery of agreements and orders. You agree that all agreements, notices, disclosures, and other communications that we provide electronically satisfy any legal requirement that such communications be in writing. You also agree to use electronic signatures and acknowledge their legal bindingness and enforceability.

Section 15: Definitions

For this Agreement, the following terms are defined as follows:

15.1 “Affiliate” refers to any entity that directly or indirectly controls, is controlled by, or is under common control with another entity, where “control” means the ownership of, or the power to vote, at least fifty percent (50%) of the voting stock, shares, or interests of such entity.

15.2 “Aggregated Data” means data or information relating to users’ use of the Services combined with similar data from other users so that it no longer relates to an identifiable individual.

15.3 “API” (Application Programming Interface) refers to the set of tools and protocols provided by SPACCURATE to facilitate the development of applications that can interface and communicate with the Services.

15.4 “Apps” refers to any mobile or web-based applications provided by SPACCURATE through which users can access the Services, excluding third-party applications.

15.5 “Cardholder Data” includes any information required to process credit or debit card transactions, such as card number, expiration date, and CVV code.

15.6 “Confidential Information” includes any non-public information disclosed by either party to the other, either directly or indirectly, in writing, orally, or by inspection of tangible objects, and includes personal data, software, specifications, prototypes, details of the services, and other proprietary information.

15.7 “Documentation” means any written or electronic documentation, images, video, text, or sounds specifying the functionalities of the Services provided or made available by SPACCURATE to You or Your Affiliates.

15.8 “End User” refers to any individual who uses the Services through your account or with your authorization.

15.9 “Order Form” refers to the SPACCURATE-approved form or online subscription process by which you agree to subscribe to the Services. The Order Form includes descriptions of the Services you are purchasing, the pricing and other related terms.

15.10 “Services” means the products, software, services, and websites provided by SPACCURATE, including any individual features or applications therein, whether provided through a website owned by SPACCURATE or through third-party websites or applications.

15.11 “Third Party Offerings” refers to any software, services, or products not provided by SPACCURATE but made available to you through the Services or the actions of any third party.

15.12 “You” or “Your” refers to the company or other legal entity for which you accept this Agreement and the Affiliates of that company or entity.